The terms and conditions set out here apply unless specific provision to the contrary is made between the parties in writing.
1.1 Walker Sime undertake to provide the Services described in the Fee and Service proposal as accepted by the Client.
1.2 The Fee and Service proposal together with these Standard Terms of Business shall comprise the Contract.
1.3 Walker Sime will use reasonable skill and care in the provision of its Services. Notwithstanding anything to the contrary contained in the Contract, Walker Sime shall not be construed as owing any greater duty than the use of reasonable skill and care in accordance with the normal standards of its profession.
2.1 Bills/invoices for work carried out will be prepared and issued once works are completed or as soon as practicable thereafter.
3.1 Payment of invoices for fees and expenses shall be made within 14 days of the date of the invoice. Queries or disputes on invoices issued by Walker Sime shall be reported to Walker Sime within 5 working days of the date of issue.
4.1 Copyright in all documents and electronic representations prepared by Walker Sime are reserved to Walker Sime.
5.1 Walker Sime will maintain Professional Indemnity Insurance (PII) cover to the levels defined in the Fee and Service proposal.
5.2 The liability of Walker Sime under or in connection with this Contract whether in contract or in tort, in negligence, for breach of statutory duty or otherwise in respect of any claim or series of claims shall not exceed the amount, if any, recoverable by Walker Sime by way of indemnity against the claim or claims in question under professional indemnity insurance taken out by Walker Sime and in force at the time that the claims or (if earlier) circumstances are notified to the insurers in question.
WALKER SIME STAFF
6.1 Where individual Walker Sime staff are named in Fee and Service Proposal, Walker Sime will use all reasonable efforts to ensure that the named individual(s) are used. However, this is not guaranteed. Where changes in staff are necessary, reasonable notice of the changes will be given.
6.2 If any Walker Sime staff, engaged by the Client in accordance with this Contract, are approached by the Client or any third party associated with the Client, with the intention of employing or contracting directly with them, within 12 months from the completion of the services under this Contract, then the Client shall pay an introduction fee to Walker Sime in accordance with the following levels:
- Trainee – £5,000.00
- Intermediate / Graduate – £10,000.00
- Senior – £15,000.00
- Associate / Director – £20,000.00
If applicable, this fee will be invoiced to the Client on the last day of the individual’s employ with Walker Sime.
VARIATIONS OF SERVICE
7.1 Walker Sime will bring to the attention of the Client any services required of them, considered to be outside the scope of service referred to in the accepted Fee and Service proposal.
7.2 Walker Sime may receive instructions in connection with the Services, from any senior member of staff within the Client organisation, unless otherwise instructed in writing.
7.3 Unless and until agreed to the contrary, additional services will be charged at hourly rates stated in the Fee and Service proposal or, if none are stated, derived from Walker Sime’s standard calculation for staff charge out rates.
8.1 Performance of Walker Sime’s service is subject to:-
- Performance of third parties engaged on the project
- Timely provision of adequate and accurate information by Client and third parties
- Access to the site of the works
9.1 Services will be provided from Walker Sime’s Liverpool or Manchester office or any other location as agreed between the Parties to this Contract.
TERM AND TERMINATION
10.1 The Contract may be terminated by either party at any time by giving not less than one month’s written notice.
10.2 The Contract may be terminated by either party without notice in the event of a material or persistent breach by the other of the Contract or in the event that the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors, or ceases, for any other reason to carry on business, or in the reasonable opinion of the other party any of these events appears likely to occur.
10.3 Walker Sime will be entitled to suspend performance and delivery of service if the Client fails to meet the terms of the schedule of payment.
10.4 In the event of non-adherence to the payment schedule or non-payment of fees, Walker Sime reserve the right to charge interest at 4% over Cooperative Bank plc base rate.
10.5 In the event of the Contract between Walker Sime and the Client being terminated for whatever reason at any stage, the total fee payable shall be a fair proportion of the lump sum fee calculated up to and including the date of abandonment, suspension or termination plus fees for additional services provided (less payments already made).
11.1 Walker Sime reserve the right to employ agents and sub-contractors when providing any part of the Services.
12.1 This Contract is subject to the law of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
13.1 Walker Sime will comply with reasonable Client requirements for confidentiality and secrecy to the extent to which they are made known. Any costs incurred by Walker Sime in so doing will be reimbursable.
14.1 Any disputes in connection with this Contract will be referred to an independent Adjudicator, who will be appointed by agreement. The adjudication timetable shall be no more onerous than that contained in Housing, Grants, Construction and Regeneration Act 1996. These rights are without prejudice to either party’s right to pursue the matter either separately or in tandem via litigation.
15.1 No action or proceedings for any breach of the Contract whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against Walker Sime after the expiry of 6 years from the date that Walker Sime finishes its Services for the Client under the Contract.
15.2 If any part of the Contract is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
15.3 Walker Sime shall not be liable for use of any documents or electronic representations for any purpose other than that for which the same were prepared and provided by it.
15.4 Walker Sime’s liability shall be limited to that proportion of loss which it would be just and equitable to require Walker Sime to pay having regard to the extent of the Walker Sime’s responsibility for the same and on the basis that those other contractors, consultants and suppliers who were engaged in connection with the works shall be deemed to have provided contractual undertakings on terms no less onerous than the Contract to the Client in respect of the performance of their services and shall be deemed to have paid to the Client such proportion as it would be just and equitable for them to pay having regard to the extent of their responsibility.
15.5 Nothing in the Contract shall confer or purport to confer on any third party any benefit or the right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.6 Save in respect of personal injury or death, the Client shall look only to Walker Sime (and not to any of Walker Sime’s personnel) for redress if the Client considers that there has been any breach of the Contract. The Client agrees not to pursue any claims in contract, tort, or statute (including negligence) against any of Walker Sime’s personnel as a result of carrying out its obligations under or in connection with the Contract at any time and whether named expressly in the Contract or not. For the avoidance of doubt, “personnel” shall include, but not be limited to, directors and officers of Walker Sime.
15.7 Where Walker Sime is requested to provide Warranties or enter into other Third Party Agreements and the terms of these documents have not already been agreed, Walker Sime is prepared to negotiate the terms of such documents and the additional fee, if any, that should be paid to Walker Sime for entering into them. The Client shall not withhold payment of fees, pending agreement to such documents.